Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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West Bay BDC LLC (Name of Issuer) |
Units of Limited Liability Company Interests (Title of Class of Securities) |
000000000 (CUSIP Number) |
Qatar Investment Authority Ooredoo Tower, Bldg. 14, Dafna St. (St. 801), Zone 61, P.O. 23224 Doha, S3, 00000 974 4499 5919 Copy to: William G. Farrar Sullivan & Cromwell LLP, 125 Broad Street New York, NY, 10004 (212) 558-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/12/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Qatar Investment Authority | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
QATAR
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,484,914.44 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
97.07 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* Based on 3,589,962 Units issued and outstanding as of approximately March 4, 2025, based on information filed by the Issuer with the Securities and Exchange Commission on March 4, 2025, which does not give effect to the issuance of Units pursuant to Drawdown Notices dated March 12, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Units of Limited Liability Company Interests | |
| (b) | Name of Issuer:
West Bay BDC LLC | |
| (c) | Address of Issuer's Principal Executive Offices:
200 West Street, New York,
NEW YORK
, 10282. | |
Item 1 Comment:
This is Amendment No. 2 (the "Amendment No. 2") to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") by Qatar Investment Authority ("QIA"), the sovereign wealth fund of the State of Qatar, on October 16, 2024, as amended by Amendment No. 1 filed on November 22, 2024 (as so amended, the "Schedule 13D"). This Amendment No. 2 amends and supplements or supersedes, as the case may be, the Schedule 13D as specifically set forth herein. Information reported and defined terms used in the Schedule 13D remain in effect except to the extent that they are amended, supplemented or superseded by information or defined terms contained in this Amendment No. 2. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information in Items 4, 5 and 6 of this Amendment No. 2 is incorporated into this Item 3 by reference. The response set forth in Item 3 of the Schedule 13D is amended and supplemented as follows: On March 12, 2025, the Issuer delivered a Drawdown Notice, dated March 12, 2025, to the Investor to purchase Units on March 26, 2025 in an aggregate amount equal to $22,500,000 (the "Third Purchase Amount") at the then-applicable price per unit, which has not been determined as of the date hereof. The source of funds to be used to purchase such Units is expected to be cash reserves of the State of Qatar. The Issuer has informed the Investor that the aggregate amount of Drawdown Notices dated March 12, 2025 is $23,175,000. The Third Purchase Amount represents approximately 97.08% of the aggregate amount of such Drawdown Notices. As of the date hereof, $85,500,000 of the Investor's Commitment has been drawn down by the Issuer. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended, supplemented and superseded, as the case may be, as follows: The information in Items 3, 5 and 6 of this Amendment No. 2 is incorporated into this Item 4 by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows: The information provided in this Item 5 is as of March 12, 2025 and does not give effect to the issuance of Units pursuant to the Drawdown Notices dated March 12, 2025. The Reporting Person has sole voting and dispositive power over 3,484,914.44 Units, representing 97.07% of the outstanding Units. The beneficial ownership percentage assumes that there are 3,589,962 Units outstanding, does not give effect to the issuance of Units pursuant to the Drawdown Notices dated March 12, 2025 and is based on information provided by the Issuer. | |
| (b) | Number of Units to which the Reporting Person has: (i) Sole power to vote or direct the vote: 3,484,914.44 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition: 3,484,914.44 (iv) Shared power to dispose or direct the disposition: 0 | |
| (c) | The information in Item 3 is incorporated herein by reference. The Reporting Person has not effected any transactions in Units during the past sixty days. The Reporting Person, through the Investor, expects to acquire Units on March 26, 2025 in the amount of the Third Purchase Amount at the then applicable price per Unit, at which time the Reporting Person will file Form 4 to report the acquisition of such Units. | |
| (d) | To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Units beneficially owned by the Reporting Person. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Items 3, 4 and 5 of this Amendment No. 2 is incorporated into this Item 6 by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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